Summary

Plans to expand to EU and over 150 countries globally in next 6 months

Users get to stay in cryptocurrency on BlockCard until the point of sale

Blockchain and token agnostic

11 enterprise partners white-labeling Ternio’s Blockcard platform

Over $1M in rev in 2018 and forecasted 20x that based on signed partners

Problem

Banking system technology is 50 years old

The banking system is slow and expensive. Cryptocurrencies give people control over their own money in a way that was never possible whether for cross border remittance or just sending money to friends any day of the week. The problem is that it’s challenging to use cryptocurrencies in the real world i.e. Wal-Mart doesn’t accept cryptocurrency. The number of people using cryptocurrencies doubled in 2018 and is very much in line with the growth of the internet in the 90’s.

BUT... cryptocurrencies can be confusing, complicated and are lacking interconnectivity with the real world. The next generation of blockchain technology companies will need to provide tools for users that make for a seamless and easy to use experience.

People need to be able to interact with cryptocurrencies in the same convenient way they interact with traditional payments systems. More importantly, there will need to be products that allow for an indistinguishable convergence of the crypto and banking systems side by side in one easy to use platform.

Solution

The platform to move money instantly

BlockCard allows people to buy what they want with crypto at over 50 million merchants that accept VISA; however, the BlockCard platform is more than just a crypto debit card. It’s an evolving suite of tools that makes it easier, faster, and more convenient for users to purchase cryptocurrency and use it in their daily life.

Today, the BlockCard VISA debit card is the most efficient way to make a purchase with crypto or convert crypto to cash at ATMs. Within minutes a user can create a BlockCard account, deposit 12+ cryptocurrencies in 1 transaction, pass KYC, and immediately get a virtual card to use while a physical card is mailed to them.

Our platform also enables anyone to send funds anywhere in the world with just a username or email address (even if they don’t have a Blockcard account already).

Example:A chinese exchange student is studying in the United States and needs money to buy books or meals. Cross border payments take time, but with BlockCard, a family member could send funds via their email and that student can get a virtual BlockCard in minutes. No more waiting days to receive funds or paying pricey exchange rates.

In the near future - Ternio intends to offer virtual checking account functionality. A user’s BlockCard account will connect to both a VISA card and also an FDIC insured checking account that enables users to purchase cryptocurrency with FIAT currencies. This will provide a full on-ramp and off-ramp for BlockCard users to get in and out of cryptocurrency quickly and easily!

Product

US residents can start using Ternio’s platform right now by registering for a BlockCard!

Fill in your KYC details and you will instantly get a response (no waiting!)

On passing, you will immediately get a virtual card to use while your physical card is mailed to your address!

Ternio already has bank partners who support residents in 31 European countries as well as non-US and UK sanctioned countries. Ternio intends to support BlockCard functionality in a majority of countries in the world in the next 6 months!

Important! Ternio’s business model is white-labeling our platform for other companies (not only have BlockCard as a brand). This is why companies like the Litecoin Foundation have partnered with Ternio to get all the great features seen on BlockCard but designed in the look and experience that Litecoin Foundation wants. As Ternio rolls out new features like checking accounts paired to BlockCard VISA, the Litecoin VISA card will get those same great features!

Ternio’s opinion is that the best way to drive crypto mass adoption is to let all cryptocurrency companies participate and win!

Traction

BlockCard

Ternio already has tens of thousands of BlockCard users and is on track for over a 600% user growth in the first year of operation. There is strong demand for a cheap and fast off-ramp that still gives the user the option to stay in crypto.

White-label Partners

Our white-label partners continue to grow with over 11 partners signed and many more in active discussion. Based on our existing signed whitelabel partners - we’re projecting tens of millions of users in the next few years. Some of the partners below we can share, while some prefer to remain confidential.

Cornerstone Global Management

And 7 other partners

Customers

BlockCard Customers

Social media

Videos

White-label partners:

“Bibox has always positioned ourselves as being on the forefront of crypto adoption,” said Aries Wang, Co-Founder of Bibox. “By partnering with the Litecoin Foundation and Ternio we are able to leverage Bibox’s robust exchange platform to help bring consumers more options to spend cryptocurrency with unprecedented ease”.

“This is an exciting partnership for us as it furthers the Litecoin Foundation’s mission to create more use cases for spending Litecoin in everyday life,” said Charlie Lee, creator of Litecoin and Managing Director of the Litecoin Foundation. “Leveraging Ternio’s BlockCard platform with Bibox’s exchange engine gives Litecoin holders unparalleled access to use their LTC at merchants around the world.”

Dr. Alex Nguyen, Midas CSO commented: "We are happy to collaborate with Blockcard to contribute to greater adoption of cryptocurrencies and to access to new markets through the partnership."

Business model

Ternio shares in all fees generated from the users who interact with our platform either through BlockCard or our white-label partnerships.

Credit card companies like VISA have negotiated interchange fees with merchants. These typically range between 1-3% of the consumer’s purchase. Ternio shares in these interchange fees that the merchants pay, so as the spend increases on the platform, the total revenue generated from fees does as well.

Future Fees:

There are several additional revenue streams we expect to have as part of our roadmap as we release products such as virtual checking accounts, buying/selling cryptocurrencies, and financing. Our strategy is to focus on product innovation, user experience, direct response marketing and competitive pricing to drive growth and profitability.

Market

This is asymmetrical warfare and the opportunity size is in the trillions

We are taking the antiquated ACH or SWFT payment system that is closed loop and opening it up to the blockchain rails - where payments are cheap and fast.

Cryptocurrency adoption is rapidly increasing (hitting almost $700b in 2017) but the market is still in its infancy. In order to get the next 200 million people interacting with crypto, they needs tools that they are familiar with - like BlockCard.

According to the WorldBank, 1.7 billion adults remain unbanked, yet two-thirds of them own a mobile phone that could help them access financial services.

Competition

Today, Ternio's BlockCard is compared against other crypto card companies, but we see our longer term vision as more competitive with Revolut. London headquartered Revolut last raised $250m in early 2018 at a valuation of $1.7b. Revolut is a digital banking alternative that includes a pre-paid debit card, currency exchange, and peer-to-peer payments.

However, here is how BlockCard stacks up against today's card alternatives.

Vision

With a successful raise on Republic we have aggressive plans to scale our team and accelerate the deployment of many other features that are currently in the works. Our funds would be focused around marketing, product development and adding staff.

Launch platform to on-board residents in 31 European countries

Launch platform for “Global program” that reaches as many as 150 countries

Redesign of BlockCard dashboard for better user experience

Offer a metal version of BlockCard physical debit card

Release Apple/Google/Samsung pay support of BlockCard

Release virtual checking account features paired with VISA card

Open up “buy crypto” portal enabling users to purchase cryptocurrency

Offer loans to users with BlockCard accounts, making it a full credit card

Offer “Crypto Back” rewards at National Retailers when using the card

Mobile app offering unique features not available on BlockCard mobile website

Investors

Outside of the two Founders — Ternio has only 1 angel investor with an investment of $300,000 at a valuation of $15,000,000. That is the same valuation cap that Republic investors will qualify for today, but with a 20% SAFE discount. With the exception of that investment — Ternio has grown organically.

Founders

We started Ternio almost two years ago and it's been an amazing journey. We have consistently executed on what others told us was "impossible" or would "take years" to accomplish. Through a lot of personal sacrifice, 7 day work weeks, and 18+ hour days, we have been able to get Ternio to where it is today.... BUT the best part is that we're only getting started!

$

Deal terms

Valuation cap

$15,000,000

The maximum valuation at which your investment converts
into equity shares or cash.
Learn more.

A SAFE is a Simple Agreement for Future Equity. An investor makes a cash investment in a company, but gets company stock at a later date, in connection with a specific event. The Crowd SAFE is a modified SAFE that is better suited for crowdfunding.

Funding goal

$25,000
–
$1,070,000

Ternio BlockCard
needs to raise
$25K
before the deadline.
The maximum amount
Ternio BlockCard
is willing to raise is
$1.07M.
Learn more

Deadline

Ternio BlockCard needs to reach their minimum funding goal before the deadline
().
If they don’t, all investments will be refunded.
Learn more

Why others invested

Daniel and Ian are very transparent with how they run Ternio, follow on Telegram and you will see. BlockCard [IMO] is an elegant solution for using crypto, as no merchant needs to do anything special but accept Visa cards [Brilliant Solution].

FAQ

Can you tell me about your Lexicon blockchain framework?

Ternio also has a highly scalable, permissioned based blockchain framework (Lexicon) that can be leveraged by our enterprise partners. This is extremely important long term as companies begin to want to copy what Facebook is attempting with Libra. Ternio’s blockchain framework demonstrates how blockchain can make business better, faster, more efficient.

Lexicon is a high-speed blockchain framework for enterprise and government clients, capable of exceeding 1 million transactions per second all on chain. We have a patent-pending with the USPTO and are an Amazon Advanced Tech Partner due to this scalability.

What will funds raised be used for?

Ternio currently has more signed agreements than resources to implement. This falls into the "good problems to have" category, but nevertheless is still a problem. We want to ensure we are giving our partners the best experience possible.

With a successful raise on Republic we have aggressive plans to scale our team and accelerate the deployment of many other features that are currently in the works. Our funds would be focused around marketing, product development and adding staff. This includes growing our development team to help execute on all signed and future white-label partners. Also in promoting BlockCard to expand the user base.

Risks

The Company is still in an early phase and is just beginning to implement its business plan. There can be no assurance that it will ever operate profitably. The likelihood of its success should be considered in light of the problems, expenses, difficulties, complications and delays usually encountered by companies in their early stages of development. The Company may not be successful in attaining the objectives necessary for it to overcome these risks and uncertainties.

Company’s BlockCard business may constitute broker dealer activity which would require it to obtain licenses from the government which may be difficult to obtain. Company’s activities could open it to being classified as a Money Service Business. Money services businesses are governed by local regulators and must adhere with record-keeping and due diligence requirements. Such requirements could be very costly to Company. Failure to obtain licenses or comply with local regulators could open Company to liability and disrupt business operations.

Cryptocurrency is a digital representation of value, which can serve as a method of exchange. Cryptocurrencies may be traded for USD or other currencies, but most cryptocurrencies are not supported or backed by any government or bank. Cryptocurrency values are driven solely by supply and demand, and the cryptocurrency markets have been historically highly volatile. There is substantial economic, technical, and societal risk in the cryptocurrency industry. You should conduct extensive research into the cryptocurrency industry before investing. The specific features, functions, operations, characteristics, and use of each cryptocurrency may vary and is likely complex and technical. The Company is subject to the risks of various cryptocurrencies and various cryptocurrency markets. You should understand the cryptocurrency market before investing.

The tokens may be subject to security weakness, hackers, or theft and may malfunction or function in an unexpected manner. In addition to the risks listed above, there may be risks regarding the Tokens that are not foreseen or fully appreciated by the management.

Regulations of cryptocurrencies, blockchain technologies, and cryptocurrencies are currently underdeveloped and likely to rapidly evolve. Legislative and executive bodies may adopt laws and regulations that could impact the development and growth of Company.

In order to achieve the Company’s near and long-term goals, the Company may need to procure funds in addition to the amount raised in the Offering. There is no guarantee the Company will be able to raise such funds on acceptable terms or at all. If we are not able to raise sufficient capital in the future, we may not be able to execute our business plan, our continued operations will be in jeopardy and we may be forced to cease operations and sell or otherwise transfer all or substantially all of our remaining assets, which could cause a Purchaser to lose all or a portion of his or her investment.

The Company relies on certain intellectual property rights to operate its business. The Company’s intellectual property rights may not be sufficiently broad or otherwise may not provide us a significant competitive advantage. In addition, the steps that we have taken to maintain and protect our intellectual property may not prevent it from being challenged, invalidated, circumvented or designed-around, particularly in countries where intellectual property rights are not highly developed or protected. In some circumstances, enforcement may not be available to us because an infringer has a dominant intellectual property position or for other business reasons, or countries may require compulsory licensing of our intellectual property. Our failure to obtain or maintain intellectual property rights that convey competitive advantage, adequately protect our intellectual property or detect or prevent circumvention or unauthorized use of such property, could adversely impact our competitive position and results of operations. We also rely on nondisclosure and noncompetition agreements with employees, consultants and other parties to protect, in part, trade secrets and other proprietary rights. There can be no assurance that these agreements will adequately protect our trade secrets and other proprietary rights and will not be breached, that we will have adequate remedies for any breach, that others will not independently develop substantially equivalent proprietary information or that third parties will not otherwise gain access to our trade secrets or other proprietary rights. As we expand our business, protecting our intellectual property will become increasingly important. The protective steps we have taken may be inadequate to deter our competitors from using our proprietary information. In order to protect or enforce our patent rights, we may be required to initiate litigation against third parties, such as infringement lawsuits. Also, these third parties may assert claims against us with or without provocation. These lawsuits could be expensive, take significant time and could divert management’s attention from other business concerns. The law relating to the scope and validity of claims in the technology field in which we operate is still evolving and, consequently, intellectual property positions in our industry are generally uncertain. We cannot assure you that we will prevail in any of these potential suits or that the damages or other remedies awarded, if any, would be commercially valuable.

The Company is dependent on certain key personnel in order to conduct its operations and execute its business plan, however, the Company has not purchased any insurance policies with respect to those individuals in the event of their death or disability. Therefore, if any of these personnel die or become disabled, the Company will not receive any compensation to assist with such person’s absence. The loss of such person could negatively affect the Company and its operations. We have no way to guarantee key personnel will stay with the Company, as many states do not enforce non-competition agreements, and therefore acquiring key man insurance will not ameliorate all of the risk of relying on key personnel.

The Company may not have the internal control infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes Oxley Act of 2002. As a privately-held (non-public) Company, the Company is currently not subject to the Sarbanes Oxley Act of 2002, and it's financial and disclosure controls and procedures reflect its status as a development stage, non-public company. There can be no guarantee that there are no significant deficiencies or material weaknesses in the quality of the Company's financial and disclosure controls and procedures. If it were necessary to implement such financial and disclosure controls and procedures, the cost to the Company of such compliance could be substantial and could have a material adverse effect on the Company's results of operations.

To succeed in our intensely competitive industry, we must continually improve, refresh and expand our [product/services] offerings to include newer features, functionality or solutions, and keep pace with price-to-performance gains in the industry. Shortened product life cycles due to customer demands and competitive pressures impact the pace at which we must introduce and implement new technology. This requires a high level of innovation by both our software developers and the suppliers of the third-party software components included in our systems. In addition, bringing new solutions to the market entails a costly and lengthy process, and requires us to accurately anticipate customer needs and technology trends. We must continue to respond to market demands, develop leading technologies and maintain leadership in analytic data solutions performance and scalability, or our business operations may be adversely affected. We must also anticipate and respond to customer demands regarding the compatibility of our current and prior offerings. These demands could hinder the pace of introducing and implementing new technology. Our future results may be affected if our products cannot effectively interface and perform well with software products of other companies and with our customers’ existing IT infrastructures, or if we are unsuccessful in our efforts to enter into agreements allowing integration of third-party technology with our database and software platforms. Our efforts to develop the interoperability of our products may require significant investments of capital and employee resources. In addition, many of our principal products are used with products offered by third parties and, in the future, some vendors of non-Company products may become less willing to provide us with access to their products, technical information and marketing and sales support. As a result of these and other factors, our ability to introduce new or improved solutions could be adversely impacted and our business would be negatively affected.

Like others in our industry, we continue to face advanced and persistent attacks on our information infrastructure where we manage and store various proprietary information and sensitive/confidential data relating to our operations. These attacks may include sophisticated malware (viruses, worms, and other malicious software programs) and phishing emails that attack our products or otherwise exploit any security vulnerabilities. These intrusions sometimes may be zero-day malware that are difficult to identify because they are not included in the signature set of commercially available antivirus scanning programs. Experienced computer programmers and hackers may be able to penetrate our network security and misappropriate or compromise our confidential information or that of our customers or other third-parties, create system disruptions, or cause shutdowns. Additionally, sophisticated software and applications that we produce or procure from third-parties may contain defects in design or manufacture, including "bugs" and other problems that could unexpectedly interfere with the operation of the information infrastructure. A disruption, infiltration or failure of our information infrastructure systems or any of our data centers as a result of software or hardware malfunctions, computer viruses, cyber-attacks, employee theft or misuse, power disruptions, natural disasters or accidents could cause breaches of data security, loss of critical data and performance delays, which in turn could adversely affect our business.

The Company is subject to legislation and regulation at the federal and local levels and, in some instances, at the state level. The FCC and/or Congress may attempt to change the classification of or change the way that our online content platforms are regulated and/or change the framework under which Internet service providers are provided Safe Harbor for claims of copyright infringement, introduce changes to how digital advertising is regulated and consumer information is handled, changing rights and obligations of our competitors. We expect that court actions and regulatory proceedings will continue to refine our rights and obligations under applicable federal, state and local laws, which cannot be predicted. Modifications to existing requirements or imposition of new requirements or limitations could have an adverse impact on our business.

As an early-stage company, we may implement new lines of business at any time. There are substantial risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible. We may not be successful in introducing new products and services in response to industry trends or developments in technology, or those new products may not achieve market acceptance. As a result, we could lose business, be forced to price products and services on less advantageous terms to retain or attract clients, or be subject to cost increases. As a result, our business, financial condition or results of operations may be adversely affected.

We may in the future rely on licensees or franchisees and the manner in which they operate under such licensees or franchise to develop and promote our business. Generally, our licensees are required to operate according to the specific guidelines we set forth that are essential to maintaining brand integrity and reputation as well as in accordance with all laws and regulations applicable to our Company’s business plan. We cannot give assurance that there will not be differences in product and service quality, operations, marketing or profitably or that there will be adherence to all of our guidelines and applicable laws when licensees or franchisees execute on our Company’s business plan.

You should not rely on the fact that our Form C is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it related to this Offering.

The securities being offered have not been registered under the Securities Act of 1933 (the "Securities Act"), in reliance, among other exemptions, on the exemptive provisions of article 4(2) of the Securities Act and Regulation D under the Securities Act. Similar reliance has been placed on apparently available exemptions from securities registration or qualification requirements under applicable state securities laws. No assurance can be given that any offering currently qualifies or will continue to qualify under one or more of such exemptive provisions due to, among other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation that has retroactive effect. If, and to the extent that, claims or suits for rescission are brought and successfully concluded for failure to register any offering or other offerings or for acts or omissions constituting offenses under the Securities Act, the Securities Exchange Act of 1934, or applicable state securities laws, the Company could be materially adversely affected, jeopardizing the Company's ability to operate successfully. Furthermore, the human and capital resources of the Company could be adversely affected by the need to defend actions under these laws, even if the Company is ultimately successful in its defense.
Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.

Unless the Company has agreed to a specific use of the proceeds from an offering, the Company's management will have considerable discretion over the use of proceeds from their offering. You may not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

The Company may prevent Purchasers from committing more than a certain amount to this Offering based on the Company’s belief of the Purchaser’s sophistication and ability to assume the risk of the investment. This means that your desired investment amount may be limited or lowered based solely on the Company’s determination and not in line with relevant investment limits set forth by the Regulation Crowdfunding rules. This also means that other Purchasers may receive larger allocations of the Offering based solely on the Company’s determination.

The Company may extend the Offering deadline beyond what is currently stated herein. This means that your investment may continue to be held in escrow while the Company attempts to raise the Minimum Amount even after the Offering deadline stated herein is reached. While you have the right to cancel your investment in the event the Company extends the Offering, if you choose to reconfirm your investment, your investment will not be accruing interest during this time and will simply be held until such time as the new Offering deadline is reached without the Company receiving the Minimum Amount, at which time it will be returned to you without interest or deduction, or the Company receives the Minimum Amount, at which time it will be released to the Company to be used as set forth herein. Upon or shortly after release of such funds to the Company, the Securities will be issued and distributed to you. The Company may also end the Offering early; if the Offering reaches its target Offering amount after 21-calendary days but before the deadline, the Company can end the Offering with 5 business day’s notice. This means your failure to participate in the Offering in a timely manner, may prevent you from being able to participate – it also means the Company may limit the amount of capital it can raise during the Offering by ending it early.

If the Company meets certain terms and conditions an intermediate close of the Offering can occur, which will allow the Company to draw down on half of the proceeds of the offering committed and captured during the relevant period. The Company may choose to continue the Offering thereafter. Purchasers should be mindful that this means they can make multiple investment commitments in the offering, which may be subject to different cancellation rights. For example, if an intermediate close occurs and later a material change occurs as the Offering continues, Purchasers previously closed upon will not have the right to re-confirm their investment as it will be deemed completed.

You should be aware of the long-term nature of this investment. There is not now and likely will not be a public market for the units of SAFE. Because the units of SAFE have not been registered under the Securities Act or under the securities laws of any state or non-United States jurisdiction, the units of SAFE have transfer restrictions and cannot be resold in the United States except pursuant to Rule 501 of Regulation CF. It is not currently contemplated that registration under the Securities Act or other securities laws will be affected. Limitations on the transfer of the units of SAFE may also adversely affect the price that you might be able to obtain for the units of SAFE in a private sale. Investors should be aware of the long-term nature of their investment in the Company. Each Investor in this Offering will be required to represent that it is purchasing the Securities for its own account, for investment purposes and not with a view to resale or distribution thereof.

Investors will not have an ownership claim to the Company or to any of its assets or revenues for an indefinite amount of time and depending on when and how the Securities are converted, the Investors may never become equity holders of the Company. Investors will not become equity holders of the Company unless the Company receives a future round of financing great enough to trigger a conversion and the Company elects to convert the Securities into CF Shadow Series Securities. The Company is under no obligation to convert the Securities into CF Shadow Securities (the type of equity Securities Investors are entitled to receive upon such conversion). In certain instances, such as a sale of the Company or substantially all of its assets, an IPO or a dissolution or bankruptcy, the Investors may only have a right to receive cash, to the extent available, rather than equity in the Company.

Investors will not have the right to vote upon matters of the Company even if and when their Securities are converted into CF Shadow Securities (which the occurrence of cannot be guaranteed). Upon such conversion, CF Shadow Securities will have no voting rights and even in circumstances where a statutory right to vote is provided by state law, the CF Shadow Security holders are required to enter into a proxy agreement with the Intermediary ensuring they will vote with the majority of the security holders in the new round of equity financing upon which the Securities were converted. For example, if the Securities are converted upon a round offering Series B Preferred Shares, the Series B-CF Shadow Security holders will be required to enter into a proxy that allows the Intermediary to vote the same way as a majority of the Series B Preferred Shareholders vote. Thus, Investors will never be able to freely vote upon any manager or other matters of the Company.

Investors will not have the right to inspect the books and records of the Company or to receive financial or other information from the Company, other than as required by Regulation CF. Other security holders of the Company may have such rights. Regulation CF requires only the provision of an annual report on Form C and no additional information – there are numerous methods by which the Company can terminate annual report obligations, resulting in no information rights, contractual, statutory or otherwise, owed to Investors. This lack of information could put Investors at a disadvantage in general and with respect to other security holders.

Unlike convertible notes and some other securities, the Securities do not have any "default" provisions upon which the Investors will be able to demand repayment of their investment. The Company has ultimate discretion as to whether or not to convert the Securities upon a future equity financing and Investors have no right to demand such conversion. Only in limited circumstances, such as a liquidity event, may the Investors demand payment and even then, such payments will be limited to the amount of cash available to the Company.

The Company may never receive a future equity financing or elect to convert the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Investors could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.
In addition to the risks listed above, businesses are often subject to risks not foreseen or fully appreciated by the management. It is not possible to foresee all risks that may affect us. Moreover, the Company cannot predict whether the Company will successfully effectuate the Company’s current business plan. Each prospective Investor is encouraged to carefully analyze the risks and merits of an investment in the Securities and should take into consideration when making such analysis, among other, the Risk Factors discussed above.

Company equity securities will be subject to dilution. Company intends to issue additional equity to employees and third-party financing sources in amounts that are uncertain at this time, and as a consequence holders of equity securities resulting from SAFE conversion will be subject to dilution in an unpredictable amount. Such dilution may reduce the purchaser’s control and economic interests in the Company.
The amount of additional financing needed by Company will depend upon several contingencies not foreseen at the time of this offering. Each such round of financing (whether from the Company or other investors) is typically intended to provide the Company with enough capital to reach the next major corporate milestone. If the funds are not sufficient, Company may have to raise additional capital at a price unfavorable to the existing investors, including the purchaser. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Company. There can be no assurance that the Company will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain such financing on favorable terms could dilute or otherwise severely impair the value of the purchaser’s Company securities.

Company may issue to converting SAFE holders equity securities that are materially distinct from equity securities it will issue to new purchasers of equity securities. This paragraph does not purport to be a complete summary of all such distinctions. Equity securities issued to SAFE purchasers upon their conversion of Company SAFE securities will be distinct from the equity securities issued to new purchasers in at least the following respects: to the extent such equity securities bear any liquidation preferences, dividend rights, or anti-dilution protections, any equity securities issued at the Conversion Price (as provided in the SAFE Agreements) shall bear such preferences, rights, and protections only in proportion to the Conversion Price and not in proportion to the price per share paid by new investors in the equity securities. Company may not provide converting SAFE purchasers the same rights, preferences, protections, and other benefits or privileges provided to other purchasers of Company equity securities.

The offering price was not established in a competitive market. We have arbitrarily set the price of the Securities with reference to the general status of the securities market and other relevant factors. The Offering price for the Securities should not be considered an indication of the actual value of the Securities and is not based on our net worth or prior earnings. We cannot assure you that the Securities could be resold by you at the Offering price or at any other price.

In a dissolution or bankruptcy of the Company, Investors of Securities which have not been converted will be entitled to distributions as described in the Crowd SAFE. This means that such Investors will be at the lowest level of priority and will only receive distributions once all creditors as well as holders of more senior securities, including any preferred stock holders, have been paid in full. If the Securities have been converted into CF Shadow Share Securities or SAFE Preferred Securities, the Investors will have the same rights and preferences (other than the ability to vote) as the holders of the Securities issued in the equity financing upon which the Securities were converted. Neither holders of Crowd SAFE nor holders of CF Shadow Share Securities nor SAFE Preferred Securities can be guaranteed a return in the event of a dissolution event or bankruptcy.

In certain events provided in the Crowd SAFE, holders of the Crowd SAFE may be entitled to a return of their principal amount. Despite the contractual provisions in the Crowd SAFE, this right cannot be guaranteed if the Company does not have sufficient liquid assets on hand. Therefore, potential purchasers should not assume that they are guaranteed a return of their investment amount.

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officers, directors, agents and employees makes any warranty, express or implied, of any
kind whatsoever related to the adequacy, accuracy or completeness of any information on this
Site or the use of information on this site. Offers to sell securities can only be made
through official offering documents that contain important information about the investment
and the issuers, including risks. Investors should carefully read the offering documents.
Investors should conduct their own due diligence and are encouraged to consult with their
tax, legal and financial advisors.

Investors should verify any issuer information they consider important before making
an investment.

Investments in private companies are particularly risky and may result in total loss of
invested capital. Past performance of a security or a company does not guarantee future
results or returns. Only investors who understand the
risks of early stage investment
and who meet the Republic's
investment criteria
may invest.

Neither OpenDeal Inc., OpenDeal Portal LLC nor OpenDeal Broker LLC verify
information provided by companies on this Site and makes no assurance as to the completeness
or accuracy of any such information. Additional information about companies fundraising on
the Site can be found by searching the
EDGAR database,
or the offering documentation located on the Site when the offering does not require an
EDGAR filing.